


Human After All

by orphan_account



Category: The Lorax (2012), The Lorax - Dr. Seuss
Genre: Angst, Animalistic, Bathing/Washing, Developing Relationship, Falling In Love, First Kiss, First Time, Fluff, Inappropriate Erections, M/M, Masturbation, Near Death Experience, Sexual Humor, The Talk
Language: English
Status: Completed
Published: 2012-09-24
Updated: 2012-09-24
Packaged: 2017-11-14 23:05:20
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 18,289
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/520441
Author URL: https://archiveofourown.org/users/orphan_account/pseuds/orphan_account
Summary: <blockquote class="userstuff">
              <p>The Lorax loses his powers. It turns out that this may be a good thing, because the Once-ler and the Lorax start seeing eye-to-eye for the very first time--and though they don't always like what they see, they begin to develop an unprecedented relationship.</p>
            </blockquote>





	Human After All

**Author's Note:**

> A literate, "reads-like-a-fanfiction" RP by Theresa and Kitty.

The Once-ler trudged towards his tent, exhausted and discouraged after a long day of unsuccessful thneed pitching. He was almost looking forward to the familiarity of the Lorax and the forest animals—he hated to admit it, but he loved when the warm, furry orange creature curled up in his lap while he knitted or read a book. He frowned. Where _were_ the forest animals, anyhow? He was almost at the door and none of them had come to greet him as usual. He shrugged and threw open the door. “I'm ho— _holy shit!!!_ ” he screamed and grabbed the nearest object, a table lamp, brandishing it at the large, naked man that was sitting on his bed.

The man instantly jumped up. “Beanpole!” he cried, moving toward the other man at first, but stopping to hold his hands up in defense when the Once-ler looked as though he were about to attack him. “It's me, the Lorax!” he groaned, letting his arms flop down listlessly at his sides. “I lost my powers and... _this_ happened.” he gestured to his chubby human body. “Look at this! I'm all hairless and flabby and... and _pink!_ ”

The Once-ler's eyes narrowed. The man's moustache did look awfully familiar, but... “The Lorax doesn't _have_ any powers,” he replied, holding the lamp a little higher. “And he's a cute little forest creature, not a creepy old pervert.” He paused. Actually, maybe the Lorax was a little of both, but that was beside the point. “Anyway, animals don't just turn into _people!_ That's not something that happens!”

“Dammit, Beanpole, listen to me!” the Lorax growled, flopping back down to sit on the bed. “First of all, I most definitely _do_ have powers.” He glared up at the Once-ler, crossing his arms. “Secondly, I lost them. Just now. But I had them before.” He sighed, laying back on the mattress and covering his eyes with an arm. “And when I lost them, I turned human. I can get them back, but I have no idea how or even why they were taken away in the first place.” He peeked out from under his arm at the Once-ler. “You don't believe a word I'm saying, do you?”

The Once-ler hesitated. “Not really.” It all sounded so far-fetched, but...the man hadn't tried to hurt him yet, so he was probably harmless, or as harmless as a crazy naked guy _could_ be. He crept forward cautiously, keeping his eyes locked on the man and the lamp raised—then very nearly dropped it when those striking green eyes met his. “ _Moustache?_ ” he gasped, lowering the lamp slowly. “Is that really—but—I don't understand!”

The Lorax let out a sigh of relief. “ _Yes_ , Beanpole.” He sat up, keeping his eyes locked on the Once-ler's. “Look, I've already told you all that I know,” he shrugged helplessly, then rested his elbows on his legs and his chin in his hands. “I just know that I need to get out of this body as soon as possible. I mean really, _look_ at me! I'm disgusting!” he exclaimed, grabbing his chubby stomach to show off to the Once-ler. “And what the hell is _this_ thing?!” He gripped his cock to show it off as well, then instantly let out a little groan as it stiffened slightly. “S-seriously, Beanpole, I don't know anything about human anatomy.” He made a face at his half erect member. “I didn't just break this, did I?”

The Once-ler's face reddened and he covered his mouth with a squeak. “S-stop! Don't do that _here!_ ” he exclaimed, grabbing up the lamp once again and preparing to beat the Lorax with it if he made any sudden moves. “Listen,” he began slowly, trying to keep his voice even and calm, “You can't—you can't just go around naked, and you _definitely_ can't touch your dick in front of people, okay? That's _not_ cool, man.” A thought suddenly occurred to him. “Another thing, why don't you know what a dick is, anyway? Didn't you have one before?” he narrowed his eyes suspiciously.

“A dick?” The Lorax tilted his head, staring down at the thing between his legs that was still half hard. “Uhh... I don't think I've ever had one of these. I've never even _seen_ one before.” He glanced back up at the Once-ler with a scowl. “And I don't exactly _have_ any clothes to wear, Beanpole. What's so wrong with being naked anyway? I'm usually always naked. Well except for my fur... actually it looks like I still have some of it.” He ran a hand through his chest hair and down to his pubes. “I don't think it'll keep me very warm though,” he added with a frown.

The Once-ler groaned and flopped down angrily on the bed beside the Lorax. “Get away from me. I just need a minute to think, okay?”  
Okay. So the Lorax was now a human, he didn't have his “powers” anymore (the Once-ler still had a hard time believing that he _ever_ had) and...he wanted the _Once-ler_ to take him in? “Why me?!?” he cried, burying his face in his hands. 

“Why _not_ you?” the Lorax replied, making no move whatsoever to leave the Once-ler alone. “I mean, really, Beanpole, you're the only human I know. And you live in the forest. I can't think of a more perfect person to help me sort all this out.” He rolled onto his side to face the Once-ler and gave him a little smirk. “Teach me how to be a human, it's all we can do until we figure out what's going on.”

“ _No!_ No, Lorax! I have a _life_ , okay? I can't babysit you all the time!” The Once-ler exclaimed, sitting up and shaking his head. “Look, we were cool when you weren't human, but I can't have a dude living in my house! That might raise some questions from people, y'know?” He stood and began pacing back and forth. “It's just not gonna happen.”

The Lorax frowned, sitting up to watch the other man pacing. “I don't see what the problem is.” he shrugged. “I just thought maybe you could help me out a little bit. I mean, I would the same for you if you turned into an animal or something.” He let out a little groan and buried his face in his hands. “Don't get me wrong, I hate having to ask anyone for help, but I really don't think I can do this on my own.” He glanced up at the Once-ler, an uncharacteristically helpless look on his face. 

The Once-ler shook his head, about to vehemently voice his opinion on the whole matter, when the Lorax's eyes caught his. And he suddenly couldn't see any way out of this situation, because how could he disappoint those sad green eyes? He sighed. “Let's get you into some clothes, then.” He walked over to his dresser, shoulders slumped, and began searching for something large enough for the Lorax to wear. He finally produced an oversized t-shirt with a kitten on it that he enjoyed wearing to bed when no one else was around. “Here.” he threw it at the Lorax with a glare. “If you rip it, I'll kill you, human or not.”

The Lorax's eyes lit up and he quickly stood up to attempt to pull on the shirt, somehow winding up with his arms through the neck hole and his head trying to fit through one of the arm holes. He pulled it back off and gave the Once-ler a nervous grin. “Uhh... can I get a little help here?”

“Oh, for pete's sake!” the Once-ler rolled his eyes and grabbed the shirt from the Lorax. “Put your arms in the air.” When the Lorax did so, the Once-ler pulled the shirt easily over his head and straightened it out. It barely covered his dick, and the Once-ler had a feeling that it covered even less of his... _large_ posterior. “It'll have to do,” he grumbled. “Just don't bend over too much, okay?” He sure as hell wasn't about to shell out money to buy _new_ clothes for him.

The Lorax pulled at the bottom of the shirt, glancing down to look at the kitten on the front. “I don't think I'll ever understand the point of clothes,” he muttered, then hopped back onto the bed and curled up. “Well I don't know about you, but I'm exhausted.” He yawned, stretching his arms out in front of him and inadvertently shoving his ass in the air. “We can figure all this out tomorrow, right now I just want to sleep.”

The Once-ler's eyes widened. “Oh no. Oh no, no, _no,_ Lorax. You are _not_ sleeping in my bed. Out.” he pointed a finger to the floor, a stern expression on his face. “You're not a cute fluffy animal any more, you're a fat, ugly, half-naked ginger, and that is something I _do not want_ sleeping next to me.”

The Lorax looked almost hurt for a moment and let out a soft, “Oh.” before climbing off the bed and onto the floor, curling up on a small nearby rug. He glanced up at the Once-ler. “I um...” He shook his head. “Never mind,” he muttered, resting his head on his arms. “Thank you for helping me out,” he added quietly.

The Once-ler sighed, his brow furrowed. “You're welcome, I guess.” he was about to strip off his clothes and get into his pajamas as usual, when he thought better of it and went outside to change.  
He'd never really thought of the Lorax as more than a cute (if slightly annoying) little animal. Seeing him human freaked him out a little bit, because come on, he'd been sharing a bed with that guy for weeks!  
That was why when he stepped into the tent again, preparing to go to sleep, and saw the Lorax, curled up and shivering on his floor, he just couldn't bring himself to invite him back into the bed. Underneath, he was still the same Lorax, but the Once-ler just couldn't get past the outside. He shook his head and climbed into bed, feeling slightly guilty at how he was treating him. Maybe next time.

The Lorax didn't sleep soundly at all, for one thing, he wasn't used to having such a cold, _unfurry_ body, and for another thing, he had grown sort of... fond of sleeping in the Once-ler's bed with him, it was warm, comfortable... what more could he want? He sighed, curling in on himself further, trying to stop himself from shivering. He wasn't sure why the Once-ler was treating him so differently, he was still the same person, right? ...Even if he was fat and ugly now.  
After what felt like a few hours, he was finally able to calm his racing thoughts enough to sleep, though he found himself waking up multiple times throughout the night due to being so cold and he wound up wrapping the rug around himself as a makeshift blanket. Being human sucked.

The Once-ler woke up the next morning well-rested and ready to tackle the day—until he jumped out of bed and tripped over the redheaded human that he'd completely forgotten about during the night. “Goddammit,” he muttered, unable to be angry at the Lorax when he realized that he must have slept on the floor the entire night without a blanket. Next time he'd be sure to give him one, and a few pillows too. He pulled himself to his feet and nudged the chubby man with his foot. “Wake up, Moustache! Humans don't sleep sixteen hours a day like you do!”

The Lorax blinked awake, then sat up and instantly went to work licking his arm, completely forgetting that he was human until the strange texture of his skin touched his tongue. He pulled away to inspect his arm with a frown, then went back to licking it. “Not having fur sucks,” he muttered between licks. “You wouldn't believe how cold I was last night.” his voice was muffled by his flesh as he bit his skin, then licked it again.

The Once-ler just stared for a moment, then he grabbed the Lorax's arm and pulled it away from his mouth. “Stop that! That's very unhygienic and _not_ how humans clean themselves!” He sighed and placed his hands on his hips. “Look, if you stay out of the way and don't do anything stupid, I'll make us some breakfast, okay?

The Lorax glared up at the Once-ler as he pulled his arm away, but his gaze instantly softened at the mention of breakfast. “Okay, okay, I'll be good,” he assured, standing up and stretching before sitting down on the Once-ler's bed. He stared down at his hands, turning them over and inspecting them as he waited for breakfast. Five fingers? And just what the hell was the point of those stubby little digits on his feet? He wiggled his toes as he stared at them. Human anatomy was so weird.

The Once-ler nodded. “I'm keeping an eye on you.” He turned and headed for the stove, which was only mere feet away from the bed, pulling ingredients out of the cupboard and placing a pan on the burner to heat up. Having a human roommate—especially one like the Lorax—was going to be weird. He hoped it wouldn't last too long.

The Lorax pulled his knees up to his chest and rested his head on them, reaching up to run his fingers through his moustache (which he was glad he still had,) then up to his bright orange hair. He tugged on it lightly, it was so much longer than his fur, but just as soft. He let out a little sigh. “So how exactly _do_ humans clean themselves, Beanpole?” He gave his arm another small lick out of habit. “I always got perfectly clean using my tongue.”

The Once-ler sighed. “Water. Soap.” He finished mixing the batter and poured some onto the pan. “Mouths are full of germs, Moustache. They're not sanitary.” He picked up the pancake with a spatula and plunked it onto a plate, then started on another one. “I'll show you how to do it later, okay?” He didn't really fancy the idea of seeing the Lorax naked again, but he also didn't want him to drown—not _really_ , anyway.

The Lorax nodded absentmindedly, licking his lips as the scent of pancakes hit him. He wanted more than anything to jump up and start eating them right then, but he waited patiently, the Once-ler already didn't seem happy about having to live with him, he figured the least he could do was try to stay out of his way as much as possible. He swallowed as his stomach growled audibly. “Those smell amazing,” he breathed, his eyes wide.

The Once-ler found his mouth twitching slightly as the Lorax practically drooled over the smell. He really was still the same crazy furball underneath it all. When he'd used up all of the batter, he divided the pancakes onto two plates and passed one to the Lorax. “Eat up,” he couldn't help but smile at the man's delighted expression. “And don't forget to use the fork!” he continued hurriedly. 

The Lorax picked up the utensil with a frown and was about to toss it aside when his stomach growled again. He huffed and glanced over to watch the Once-ler, mimicking how he held the fork and cut into the food with it. Okay, simple enough. He struggled at first, the entire process feeling foreign to him, but after a few bites he found himself using the fork with ease, not even having to watch his hand when he cut into the pancake. Maybe being a human wouldn't be so difficult after all.

The Once-ler smiled as he watched the Lorax grow accustomed to using the fork; it was almost cute how he frowned and bit his lip while concentrating. He blinked. Where had _that_ thought come from? He shook his head and continued eating, gulping down the rest of his pancakes before standing up and dumping his dishes in the sink. He'd teach the Lorax how to wash them later; he might as well make him start pulling his own weight. “I'm going down to the river to wash up. Do you want to come?” he asked.

The Lorax followed suit, setting his dishes on top of the Once-ler's in the sink before turning to the other man, a skeptical look on his face. “Wash up in the river?” he asked, tilting his head to the side. “I can't swim, you know.” He crossed his arms, then remembered that he wasn't two feet tall any more, he could probably touch the ground now if he were to stand in the river. “...But I suppose I can _try_ to bathe like a human,” he added with a shrug. “It's not hard, is it?”

“No,” the Once-ler couldn't hold back a smile at the Lorax's naivety. “It's not. C'mon, I'll show you.” He grabbed his thneed and a change of clothes and headed out the door, gesturing for the Lorax to follow. The animals watched warily from behind the trees, still unsure what to make of the new human.

The Lorax followed, taking note of the animals that were peeking out at him. He sighed, a little hurt that they didn't recognize him, but he really couldn't blame them for being wary.  
When they arrived at the river the Lorax stepped cautiously over to the bank, staring down at the water, more than a little unsure about the the whole thing. “I-it's not deep is it?”

The Once-ler rolled his eyes. “It's your forest, you should be more familiar with it than me,” he replied before stripping off his clothing (hesitating a moment when he reached his boxers but then going ahead and letting those drop to the ground as well) and wading out into the water. “To answer your question, no, it's not deep until further downstream, but it's a little cold, so brace yourself.”

The Lorax watched the Once-ler with wide eyes as he undressed, not that the man had never undressed in front of him before, but he'd never really thought about it until now (mainly because the other man's between-the-legs appendage was much larger than his own.) He frowned and quickly stripped off his shirt before stepping out into the water, gasping as the cold liquid touched his flesh. He slowly made his way over to the Once-ler, walking on shaky legs and letting out a sigh of relief when he found the water to only come up to his stomach. “Hey, Beanpole, how come your uh...” he struggled to remember the word. “Your um... _dick_ is bigger than mine?” He grinned as he managed to remember the word.

A blush spread over the Once-ler's face and he glared at the Lorax. “That's none of your business! Why are you looking at my dick, anyway?!?” He instinctively reached down to cover his crotch, despite the fact that it was already underwater. “Stop being gay and wash yourself up.” He shot the man another glare before grabbing his thneed and a soap bar and turning away from the Lorax to wash himself.

The Lorax blinked a few times. Did he say something wrong? Apparently dicks are something you aren't supposed to touch, talk about, or even look at. He stood back a bit, watching the Once-ler out of the corner of his eye as he tried to figure out how exactly he was supposed to wash himself. So he was supposed to take that strange thing and lather himself with it? That seemed simple enough. “Hey, you think I could use that when you're done?”

The Once-ler nodded wordlessly, refusing to turn around and look at the Lorax. He knew he was overreacting; it was only natural for the Lorax to have questions and he had no idea about human taboos. He was almost finished lathering himself up when the soap bar slipped out of his hand and sank to the bottom. He cursed quietly and bent over, feeling around for it on the river bottom.

The Lorax furrowed his brow as he caught sight of the small hole in the middle of the Once-ler's ass. What the hell was that? He reached out without thinking and grabbed onto either of the taller man's cheeks, leaning in to get a better look. “Why is there a hole here?” he asked, innocently swiping a thumb across it. “You didn't hurt yourself, did you?”

The Once-ler screamed and whirled around, smacking the Lorax hard across the face. “Why would you _do_ that?!?” he demanded, his voice hysterical. “Stop it! Just stop being such a pervert and keep your hands off me!” Soap long forgotten, he stormed out of the river and grabbed his clothes, yanking them on and stomping back to the tent without another word.

The Lorax reached up to rub his stinging red cheek with a groan. It seemed he couldn't do anything right, the Once-ler was doing him a huge favor and all the Lorax seemed to be doing was making him mad. He stepped out of the water, shaking himself off in an attempt to dry himself, though it didn't seem to work nearly as well as it had when he'd had fur. He pulled on his shirt and slowly made his way to the Once-ler's tent, maybe the other man would accept an apology. “Beanpole?” he called, knocking lightly on the door. “Can I talk to you?”

The Once-ler groaned and buried his face in the pillow. “Go away!” he yelled, even as he realized that sooner or later he would have to explain _why_ he kept getting upset. “Oh, fine, come on in,” he grumbled, sitting up.

The Lorax gave a small sigh, relieved that the Once-ler hadn't sent him away, and opened the door, stepping in and making his way over to sit on the edge of the bed. “Look, I just wanted to... apologize.” he said quietly, though he honestly still wasn't sure what he was apologizing for. “I appreciate you helping me out and I don't mean to keep making you all uncomfortable.” He stared at the floor as he spoke, hoping the Once-ler might accept his apology.

The Once-ler sighed. “It's okay. I shouldn't just expect you to know what's appropriate and what isn't.” he slid down to the floor and patted the ground next to him. “C'mon, I guess I need to give you 'the talk.'” He paused. “How much do you know about sex, Lorax?”

The Lorax's eyes went wide and he sat down next to the Once-ler. “Sex? Well... Almost nothing,” he admitted, hanging his head. “I mean, I know that baby bar-ba-loots don't come from nowhere, but I really have no idea how it all works.” he shrugged. “I guess I never really had a reason to.”

The Once-ler sighed. This wasn't going to be simple, then. “Look, um...well, sex is when...well, when two bar-ba-loots love each other very much...” he shook his head, this was ridiculous. “Look, you know what a dick is already. That's part of it, but so are asses and vaginas. Do you know what those are?”

The Lorax furrowed his brow, glancing down at his dick, trying to figure out how it was possible to use it on another person. “Wait, asses?” He felt his cheeks heat up slightly as he realized why the Once-ler had gotten so upset in the river. “Oh,” he murmured. “So that's why... So you didn't... Do I have that too?” A quick feel under himself only confirmed his suspicions. “Where's my vagina then?” he glanced up at the Once-ler with wide eyes, tilting his head curiously to the side.

“You don't—goddammit, Lorax, you don't have one,” the Once-ler rolled his eyes. “Only chicks have vaginas, man. Dudes have dicks, and the dude's dick goes in the chick's vagina to make a kid. You following?”

The Lorax nodded, though he wasn't sure just how much he was really following. “Okay, so where do asses come in then?” he gave the Once-ler a quizzical look. “You can't make a kid with those, right?”

“Well...” the Once-ler hesitated. “No. But, um, that's how guys have sex—by putting their dicks in...uh...you get the picture. And girls do all kinds of crazy shit—I dunno, I'm not a lesbian,” he laughed nervously. “But um, yeah, no chance of babies unless it's a girl and a guy. D'you understand?”

“I think so.” the Lorax nodded, drawing his knees up to his chest. “And it's not okay to touch any of that stuff, right?” He spread his legs, staring down at his dick and making a face at it. “Even if it's your own?”

“Well, um,” the Once-ler mumbled. “It's—it's okay to touch it, just not in front of other people. I mean, unless that person is okay with it. You know?” God, this was so uncomfortable, giving a sex talk to a grown man, but what could he do? “And if the other person is okay with it, you can also touch theirs. That's the point of sex.”

“Okay, I think I got it.” The Lorax shut his legs again, glancing up at the Once-ler with a grin. “Thanks for explaining all that, it should make things a little less awkward,” he laughed. “And I promise not to touch any of that stuff around you unless you're okay with it,” he added with a nod.

The Once-ler nodded with an uncomfortable smile, his face tinged red. He stood up abruptly. “I—I really need to go to town and sell my thneed. D'you think you can handle yourself here?” He really just needed some time away from the Lorax so he could clear his mind and think.

“Oh. Yeah, no problem.” The Lorax stood up, adjusting his kitten shirt before sitting back down on the bed. “I'll be fine,” he assured. “I'll probably just... take a nap or something.” He collapsed back onto the bed with a sigh, honestly he didn't want to be alone right now, but maybe some time to think things through would help him get closer to figuring out how to get out of this body. Being a human just seemed far too complicated. “I'll see you later then.”

The Once-ler nodded and hurried out the door without another word. When he was outside, he let out a huge sigh and shook his head. He didn't know why he was putting up with all this, and he _really_ didn't know why he was starting to warm up to the idea of the Lorax as a human. He just hoped that the man wouldn't get curious enough about sex that he wanted to try it for himself—anyway, he seemed to understand the concept of consent well enough. He let out another sigh and headed towards town with Melvin, trying to push those thoughts out of his mind.

As soon as the Once-ler had left, the Lorax splayed out on the bed with a groan. Now what? He sat up just enough to look down at his crotch, the entire talk he'd just had with the Once-ler still running through his head. Maybe now that he was alone it would be okay if he...  
His hand shook slightly as he slid it down to his dick, touching it tentatively and instantly pulling his hand back with a gasp at the strange sensation. Was it really okay to touch? He shook his head and made up his mind, quickly wrapping his hand around the length before he could think too much about it. He felt it grow hard as he started moving his hand up and down slowly, and he quickly sped up as it felt more amazing with each second. His lips parted and he threw his head back with a quiet moan as his pleasure reached its peak and suddenly a white sticky substance spilled out of the tip, covering his hand and hitting his stomach. “O-oh god,” he breathed, not sure what he'd just done, but knowing that it had felt amazing. He grabbed a tissue from the nightstand and quickly wiped up the liquid, frowning when he saw that there was now a small stain on the Once-ler's shirt, maybe the other man wouldn't notice. He collapsed back on the bed, suddenly feeling exhausted, and within minutes he was fast asleep.

When the Once-ler returned home that evening, he was relieved to find everything still in order and the Lorax snoring softly on his bed. “Poor guy must be exhausted,” he murmured, recalling how much he used to sleep as an animal. He stripped down to his boxers and pulled his pajamas on, then sat down on the foot of the bed to begin knitting. He raised his eyebrows as he noticed a stain on his shirt, and he shook his head, trying not to think too much about it as he began knitting.

The Lorax stirred from his sleep as the Once-ler sat down and he looked up at him with a little smile, rubbing sleepily at his eyes. He stretched for a moment before climbing over and resting his head on the other man's lap, forgetting in his tired state that he was no longer a furry little creature and that the Once-ler might have a problem with a grown man sleeping on his lap. “Hey, Beanpole,” he murmured drowsily.

“Um...hi,” the Once-ler replied tentatively, holding his knitting away from the Lorax's head. “Have a good nap?” Goddammit, how was he supposed to ask the Lorax to get off? They used to do this all the time...

“It wasn't bad,” the Lorax laughed lightly, unsure whether or not he should bring up what had happened to cause him to be so tired in the first place, he had his questions, but didn't want to cause the Once-ler to feel uncomfortable any more than he already had. Come to think of it... “You don't mind me doing this, do you?” he asked quietly, absentmindedly kneading the taller man's leg out of habit. “I mean, I understand if this makes you... y'know, _uncomfortable_ or whatever.”

The Once-ler wiggled his hips uncomfortably, but he didn't try to push the man away. “No, it's okay. It's just...gonna take some getting used to,” he murmured, his face heating up slightly. “Don't worry about it. It's my problem, not yours.”

The Lorax sighed, nuzzling against the Once-ler's leg. “Good, I was worried I wouldn't be allowed to touch you at all any more.” He'd grown quite accustomed to falling asleep in the Once-ler's lap while the man knitted, to sleeping in the same bed as him, he wasn't sure he could handle it if the Once-ler decided they couldn't do anything like that any more just because he was a human now. “I...” the Lorax shut his eyes, pressing his face into the other man's leg. “I'm still the same person, you know,” he mumbled.

“I know,” the Once-ler murmured, reaching down to tentatively stroke the Lorax's shocking orange hair. “I'm sorry I've been so difficult.” he paused. “Um, actually, I was going to ask if you wanted to sleep in my bed again tonight. As long as you stay on your own side,” he continued hurriedly. “I just don't want you to be uncomfortable, is all.” _Was_ that all?

The Lorax smiled at the touch and he continued kneading the Once-ler's leg lightly. “I'd like that a lot better than the floor,” he laughed. “You wouldn't believe how much difference in temperature fur makes, I'm not used to not having it.” He sighed. “At least I got to keep my moustache,” he added with a smirk.

“Couldn't have you without a moustache,” the Once-ler rolled his eyes. He paused, a thought entering his mind. “Lorax,” he murmured hesitantly, “Do you know _why_ you were turned human? Or even who did it?”

“Well...” the Lorax began, sure the Once-ler wouldn't believe him. “There's this sort of guardian council that watches over all of us guardians to make sure we're doing what we need to do. They have the power to take away our powers if they think we aren't doing something correctly. I don't know what I need to do to get them back, but I do know that I _can_ get them back. It's just a matter of figuring out what it is they want me to learn.” he shrugged. “I figure since they turned me human then it must have something to do with learning how to actually live as a human... or something like that.” He sighed, shutting his eyes. “I don't expect you to believe any of that though.”

The Once-ler nodded, looking thoughtful as he listened to the Lorax. “...I believe you,” he said finally. “I mean, it's not like I have any other explanation for it.” He smiled a little. He couldn't believe how much had changed already—they had never been able to even just sit and have a civil conversation before, let alone one like this. “Does that mean it's temporary, then?” he tried to hide the disappointment in his voice. He was starting to like things the way they were—he didn't want them to go back to arguing all the time, with no understanding between them.

The Lorax shrugged. “I don't know. I mean, I _think_ it is. I imagine that once I get my powers back then I'll get my old body back with them,” he replied quietly, starting to question whether living as a human was really all that bad, he would definitely miss having a dick, that was for sure. And... he wasn't ready to admit it yet, but he felt himself growing closer to the Once-ler, it was like they finally had a sort of understanding. It was actually kind of nice.

The Once-ler nodded, and paused in his knitting, looking away. “Can we still, um...can we still be friends after this is over?” he murmured, absentmindedly brushing a stray lock of red hair out of the Lorax's eyes. “I mean...I didn't realize before how...nice to be around you are. I like you.”

The Lorax felt his cheeks grow warm, though he couldn't seem to quite place why, and he smiled, nuzzling against the Once-ler's leg. “I'd like that, Beanpole,” he murmured. “I like you too. And well...” he trailed off with a little groan and frowned. “I'm sorry for being so difficult before.”

“Wasn't just you,” the Once-ler murmured, a small smile playing on his lips. “I acted like a douchebag too.” A disturbing thought suddenly occurred to him. “I—I didn't mean that I _like_ like you, I just think you're a good friend. B-but I'm sure you knew that,” he laughed nervously. He faked a yawn and gently pushed the Lorax from his lap. “ _Wow,_ I'm tired! I think I'm gonna go to sleep. See you in the morning!” He dove under the covers before the Lorax could say another word.

The Lorax opened his mouth to say something, but shut it again and climbed under the covers with a sigh. “G'night, Beanpole,” he mumbled, trying his best to stay as far away from the other man as he could, knowing the Once-ler didn't want him touching him, though it was nearly impossible not to brush up against him slightly, and he muttered a little apology each time he touched him.

The Once-ler stayed awake for hours, his eyes wide open and a tingling feeling running down his spine each time the Lorax brushed against him. What was happening to him? He'd never even considered that he might be gay before (how could he, with his conservative hillbilly family berating any part of him that was even a little bit different from them?) but he was starting to have _feelings_ for the Lorax, and it was frightening him. 

The Lorax finally managed to fall asleep, though it hadn't been easy with all these thoughts running through his head, strange foreign things that he'd never even considered before. It was almost overwhelming, but despite it all he managed to drift off. Unfortunately for the Once-ler, the Lorax was not a very still sleeper and it wasn't long before in his tossing and turning he wound up settling down with an arm wrapped around the taller man, his front pressed tightly against the Once-ler's back in a spooning position, face nuzzled against the back of the other man's neck.

The Once-ler's entire body heated up as the Lorax wrapped himself around him, and he squeezed his eyes tightly shut, willing himself _not_ to get an erection. His efforts failed miserably, particularly when the Lorax shifted in his sleep, and the shorter man's leg slipped between his own. The Once-ler let out a little distressed whine and and tried to wriggle out from the Lorax's grip. “Moustache!” he hissed. “Wake up!”

The Lorax did not wake up, however, only ending up squeezing the other man tighter. He let out a few small whimpering sounds in his sleep, wiggling his hips and clinging to the Once-ler as he finally released his bladder with a small moan, completely soaking the both of them. He quickly woke up as he felt warm liquid forming a puddle around him and he instantly released the Once-ler with a squeak, his eyes widening. “B-Beanpole, what happened?! Oh god, I'm _leaking!_ D-did I break something?”

The Once-ler just gaped at him, unable to fully process what had just happened. “Did you just—I don't—you _pissed_ in my _bed,_ man! You pissed all over _me!!!_ ” He jumped up, shifting uncomfortably from foot to foot as the wet, pungent material clung to him—and then he realized that he still had a raging erection, and it was showing quite clearly through his soaked pajamas, and he thought he might like to die right now, thank you very much. Instead, he let out an embarrassed squeak and ran outside, his hands clutching his crotch.

The Lorax sat there for a moment, dumbfounded. What had just happened? He briefly registered the fact that the Once-ler's dick had been stiff just like his had been earlier when he'd touched it, but that was the smallest of his confusions right now. He climbed out of the ruined bed and headed out after the Once-ler. “Beanpole, wait! I-I'm sorry!” He stared at the ground, grimacing as the liquid dripped down his legs. “I just- I don't know what happened. I mean I'd been feeling a kind of weird pressure inside me all day, but I just thought it was normal for humans or something... Then after doing... whatever that was, the feeling went away.” He sunk down to the ground, hugging his knees and hiding his face in them. “I don't understand what happened,” he murmured, his voice wavering slightly. Why couldn't he do anything right?

The Once-ler took a deep breath, trying to calm himself down. This wasn't the Lorax's fault; he should have told him about going to the bathroom. But...if he hadn't been on the Once-ler's side of the bed, he wouldn't be covered in piss, and more importantly, wouldn't have a huge erection right now. “Look,” he began, trying to keep his voice even. “When you get that feeling, just go outside and let it out in the forest. Okay?” he forced a smile on his face. “ _Especially_ when you start feeling it in your ass.”

The Lorax glanced up at the Once-ler, his eyes wide and slightly wet, and he gave a slow nod. “Okay,” he whispered, standing shakily before suddenly wrapping his arms around the taller man in a tight hug. “I'm sorry, Beanpole,” he murmured, pressing his face into the man's chest as he felt himself growing closer and closer to losing it. “I just don't know how to do any of this and I-I'm sorry I keep fucking it up.” He could feel the Once-ler's erection pressing against him, but he chose to ignore it, even though his own cock seemed to be reacting, slowly growing stiff against the Once-ler's leg. He hoped the man wouldn't be angry about that too.

“Oh god—Moustache—i-it's okay, just, um...” the Once-ler wrapped his arms around the Lorax in a quick, awkward hug before gently pushing him away. “Let's get cleaned up, okay? We need to wash these clothes and the sheets before they're ruined.” He stepped back into the tent and quickly stripped the soiled bedding off of the mattress, holding it at crotch level to hide his embarrassingly excited cock, then turned to the Lorax. “I'm not angry. Really, I'm not. You just didn't know any better. Let's go down to the river.”

The Lorax nodded, pulling his shirt down to somewhat cover his erection as he followed behind the Once-ler. “Sorry about getting your shirt dirty,” he laughed lightly, trying to lighten the mood a bit as they headed for the river. “...and the sheets...and your clothes,” he added, glancing down to watch the ground as they walked, definitely not doing a good job of making himself feel any better.

“It's okay,” the Once-ler replied softly, not looking at the Lorax as they walked down to the river through the chilly air. When they reached it, he knelt down and began cleaning the sheets the best he could in the shallow water, avoiding taking his clothing off until he absolutely had to. He was ashamed of himself for being so aroused by the Lorax simply cuddling him a little bit, and he felt more lost and confused than ever about his sexuality. 

The Lorax stripped off his shirt, kneeling down next to the Once-ler to dip it into the water, mimicking how he was washing the sheets. He watched the other man out of the corner of his eye, almost feeling bad as his dick only seemed to grow harder. He did his best to hide it, but it was becoming impossible, so as soon as the shirt seemed sufficiently clean, he set it on the bank and promptly climbed into the river, wading out until his crotch was no longer visible under the calm dark water.

“Moustache?” the Once-ler frowned. “Where are you going?” he pulled off his own clothing and began to wash it in the river, keeping a close eye on the Lorax as he did so. “You should come on back, the current is stronger out there!” he called.

The Lorax took a deep breath, not wanting to leave the water, but figuring he shouldn't go out too far and inadvertently wind up killing himself. He turned around to face the Once-ler and cried out as he lost his footing, instantly disappearing under the surface. He resurfaced a moment later, but couldn't manage to regain his footing in the current and quickly sunk down again. “B-Beanpole!” he screamed, thrashing about in the water as he tried his best to stay above it, but it wasn't long before he disappeared again, not coming back up this time. So this was how he would die? He gasped for air, but could only draw in more water and he quickly found himself fading out of consciousness, finding his last thoughts drifting to the Once-ler, before going completely dark.

“ _Lorax!!!_ ” the Once-ler screamed, and before he even thought about what he was doing, he ran out to the deep water and dove in after him, letting the current carry him downstream after the Lorax. He gasped, trying to keep his head above water as he scanned the river for any sign of the man. Tears filled his eyes and he tried to keep from becoming hysterical as he was carried farther and farther downstream, the Lorax nowhere in sight. He took a deep breath and let himself sink under the water, searching frantically for the man—and let out a sob of relief when he spotted him, quickly propelling himself towards him and grabbing hold. He swam with all of his strength to the surface, gasping as air filled his lungs once again. They were in the rapids now, and sharp rocks jutted out of the water all around them. It was now or never, so the Once-ler grabbed hold of one, wincing when it dug into his palm and drew blood, but he held fast and began pulling himself and the Lorax slowly towards the shore. When he reached the bank, he gasped and collapsed in the wet grass, losing consciousness within seconds.

When the Lorax finally regained consciousness, he rolled over onto all fours to violently choke out all the water that had entered his lungs. When he finished, he gasped in a few quick lungfuls of air and glanced around, trying to recall what had happened. His eyes grew wide as he saw the Once-ler laying unconscious next to him and he instantly moved to cradle the other man's head in his arms. “Beanpole!” he called, trying to shake him awake. When there was no response he rested the Once-ler's head back down and leaned down to press their lips together, pinching his nose shut as he administered CPR, at least he knew how to do _something_ useful. He felt tears fill his eyes and he choked out the man's name over and over against his lips, refusing to give up. “Come on, you stupid idiot, you can't die because of me!” He buried his face in the Once-ler's chest with a sob. “I c-care about you too much!”

The Once-ler awoke with a sharp gasp, coughing up water all over his chest and the Lorax. “Moustache?” he mumbled, his voice gravelly. “We—we made it?” he pushed himself slowly to a sitting position, (noting with relief that his cock was now completely flaccid) then coughed up a bit more water before wiping his mouth and looking up to meet the Lorax's eyes—and he was completely taken aback by the amount of worry and care that he saw in them. “Hey, I'm okay, man,” he murmured, wrapping his arms around the shorter man and pulling him close. “I should be worried about _you!_ What were you thinking, going out into the deep water by yourself like that?”

The Lorax practically tackled the Once-ler to the ground, holding him tightly. “Oh god, Beanpole, I'm so sorry,” he gasped, somehow finding even more tears filling his eyes. “I thought I'd killed you!” He pressed his face into the Once-ler's neck, squeezing his eyes shut as he tried to stop the tears from flowing. “I would have never forgiven myself if you died because of me!”

“...Really?” the Once-ler cringed as the word escaped his lips, but he couldn't help it. He knew the Lorax thought of him as a “good acquaintance,” but he had no idea he cared about him that much. “I—uh—well, thanks, man,” he mumbled. Goddammit, why couldn't he just bring himself to say what he was feeling? He held the Lorax for a few more moments in silent frustration before pulling away and standing up slowly. “C'mon.” he offered the man his hand and they walked back downstream, stopping to retrieve their clothes and sheets before heading back up to the tent. When they reached it, the Once-ler stumbled inside and flopped down on the mattress, too exhausted to care about trivial things such as sheets or pajamas. He yawned and motioned for the Lorax to come lay down beside him. “Let's just get some rest, okay Moustache?”

The Lorax nodded, climbing into bed next to the Once-ler with a relieved smile. He wanted more than anything to wrap his arms around the Once-ler and hold him close, but thought better of it, frowning as he thought of what happened the last time he'd been in that position, so he opted to scoot over to his side of the bed, turning to face away from the other man. “...Goodnight, Beanpole,” he murmured softly, shutting his eyes and trying desperately to keep his mind from wandering to strange and foreign places.

“...Good night, Moustache.” The Once-ler wasn't sure what was happening to them, but it felt nice to have someone care about him. It was an unfamiliar feeling, and one he couldn't help desiring more of. He turned over onto his side, trying not to creak the springs in case the Lorax was already asleep, and he wrapped an arm gently around the man. “Good night,” he whispered again, and tucked his face into the Lorax's neck as he drifted off to sleep.

The Lorax's eyes shot open as he felt an arm wrap around him, his cheeks heating up. He found a grin slowly stretching across his face and he reached up to rest a hand on the Once-ler's arm, pressing his cheek into the pillow as he found his racing mind calmed so easily. And suddenly he realized... maybe strange and foreign things weren't all that bad.

The next day, the Once-ler allowed himself to sleep in for once, giving the Lorax a few extra hours as well as he adjusted to his new human sleep schedule. When he finally did wake up, he didn't attempt to stir the man, instead he got up silently and began to cook breakfast, sneaking glances at the sleeping Lorax every so often. He was _cute,_ he couldn't deny it any more, even if he still had some misgivings about the whole thing. When the food was done, he knelt by the bed and gently brushed the Lorax's ginger hair out of his eyes. “Rise and shine,” he grinned. “You hungry?”

The Lorax blinked awake, a small smile appearing on his lips as his eyes met the Once-ler's. He slowly sat up, rubbing his eyes drowsily before stretching his arms into the air with a groan, pausing mid-stretch to lick his lips as he caught a whiff of food. “Ooh smells delicious! What is it?”

“Same old pancakes,” the Once-ler laughed. “I baked them with truffula fruit this time, though, so we'll see how you like them.” He straightened up and turned towards the stove, retrieving two plates of breakfast and handing one to the Lorax before perching on the edge of the bed next to him, waiting eagerly to see the Lorax's reaction before even touching his own food.

The Lorax's eyes lit up and he instantly dug into the pancakes, moaning happily in approval as he shoved bite after bite into his mouth. “Damn, these're good!” he managed to mumble out, his mouth full of pancake. He finished them off quickly and took a deep breath, not realizing he'd been depriving himself of oxygen as he ate.

The Once-ler laughed as he ate his portion considerably slower than the Lorax. “I'm glad you like them,” he replied shyly. He cleared off his own plate and set it down, inching closer to the Lorax and placing a hand on his thigh. “So I was thinking we could go to town today, maybe get you some real clothes and then just walk around for a bit. You know, just a little outing. ” He carefully avoided using the word “date,” not wanting to seem too forward.

The Lorax's eyes widened as he suddenly found the Once-ler's hand resting on his thigh, dangerously close to his unclothed cock (which instantly reacted, stiffening slightly.) “I-I um... That's...” his cheeks heated up as he stuttered. Was the Once-ler trying to initiate _sex_ with him? Well he certainly couldn't seem like an oblivious idiot and not take the hint! So he quickly leaned forward to press his lips to the Once-ler's, simultaneously reaching down to nervously grip the taller man's cock, giving it a few shaky strokes as he pushed him back onto the mattress. The whole prospect of sex was still terrifying to him and he really had no idea how exactly to do it, but he knew it was something he was ready to try with the Once-ler.

The Once-ler let out a muffled protest and immediately shoved the Lorax off of him, pulling himself quickly to a sitting position and scrambling backwards. “What are you doing?! What's _wrong_ with you?!?” he cried, wiping his mouth with the back of his hand. And to think _he_ had been worried about being too forward! “We _talked_ about this, man! It's not okay for you to just touch me like that! You know better!” Tears welled up in his eyes and he drew his knees to his chest, violation written all over his features. “You're still just a goddamn animal, aren't you?!? You'll never learn!!!”

The Lorax sat back, his wide eyes quickly filling with tears. He'd done it again. “I-I thought you were... Wasn't that...” He felt his sadness suddenly replaced with anger and an overwhelming urge to run away and never see the Once-ler again. He stood quickly, wiping furiously at his eyes. “Y-y'know what? All I've been trying to do i-is do my best! But no matter what I do it's never good enough for you!” He grit his teeth, his expression contorting into one of extreme pain and he took a deep breath before screaming, “I'm going to figure this out _without_ you!! I don't want to be a fucking human anymore anyway!!” And with that he stormed out, slamming the door behind him and heading off into the forest, finding some secluded area to collapse in. Just what the fuck was he supposed to do now?

“Go ahead!” the Once-ler screamed at the closed door, but the Lorax was long gone. He buried his face in his arms and sobbed quietly. Why couldn't things have just stayed the way they were, when humans were humans and... _Loraxes_...were Loraxes? When had it all blended together? Why had he _allowed_ it to blend together? Stupid, _stupid_ Once-ler!  
Falling in love had seemed like such a good idea at the time...

The Lorax sat under one of the many truffula trees lining the river. He groaned as he drew his knees up to his chest. He was lost. He didn't know how to be a human and he didn't think he could actually go back to his old body without help. “Dammit, Beanpole,” he murmured, resting his chin on his knees. Suddenly there was a rustling sound from beside him and he glanced over to see Pipsqueak looking up at him curiously from a few feet away. “Pipsqueak!” he exclaimed, a sad smile forming on his lips as he slowly reached out for the bar-ba-loot. “Hey, it's me.” he inched closer, but the small creature backed up, fear in his eyes. Without his powers the animals didn't trust the Lorax, they didn't even know who he was. “Pipsqueak,” he repeated, his voice wavering slightly as he slowly moved toward him. “Please... please recognize me...” he trailed off into a whisper as the bar-ba-loot quickly ran off scared, leaving the Lorax alone again. He took a shaky breath and turned to the nearest tree. “What about you?” he asked quietly, scooting close to place a hand against the trunk, running his fingers lovingly across the bark as he listened as hard as he could, trying desperately to hear something. When he didn't, he lost it, wrapping his arms tightly around the tree with a pained sob, crying harder than he'd ever cried before as he slowly sank down, pressing his forehead against the tree. He really was alone.

“Come on Once-ler, pull it together,” the man murmured to himself. “Lorax needs you. C'mon.” But he couldn't bring himself to budge from his position, curled up on his bed. Surely the Lorax would be fine, he told himself; he was upset, sure, but he'd calm down and find his way back.  
No, the Once-ler had seen it in his eyes: he'd _hurt_ the Lorax, cut into him well and deep. He wouldn't be fine, not until the Once-ler had assured him that it had only been a temporary lapse, the side effect of a sudden burst of anger and fear. But even after, there would be a scar.  
It was time to stop running away. He _loved_ the Lorax, and that scared him. It scared him more than anything he'd ever faced before, which was all well and good, except that he'd let that fear control him so much that he'd _hurt_ the person whom he loved.  
No more.  
He stood up, pulled on his clothes, and set out in search of the Lorax.

The Lorax's sobs had subsided, now little more than small whimpers and the occasional sniffle as he lay curled around the trunk of the truffula tree, clinging to some small hope that the tree might still speak to him, might tell him that everything was okay. He couldn't keep his thoughts from drifting to the Once-ler, but he shook his head, attempting to rid himself of all fond memories he'd shared with the man over the past few days. He was only kidding himself anyway. The Once-ler couldn't ever love him. The animals and the trees... they were all he had and they weren't even there for him when he needed them the most, how could he expect the Once-ler to be any different? He curled in on the tree further as his eyes filled with fresh tears. Why did everything have to change?

The Once-ler walked through the trees in silence, lost in his thoughts. He knew what he wanted to tell the Lorax, but he had no idea how to say it. He worried and fretted and walked for roughly fifteen minutes before catching sight of the small man, wrapped around a tree and crying quietly. The Once-ler approached him cautiously, not wanting to startle or scare him. “Lorax?” he called softly. “Can I talk to you?”

The Lorax jumped as he heard a voice and a quick glance up confirmed his suspicions, it was the Once-ler. He glared at the taller man and again buried his face in his arms, holding the tree tighter. “What do _you_ want?” he sniffled. “You come here to make me feel even worse? Well I seriously doubt you could.”

“No,” the Once-ler replied quietly, his heart breaking at the sight of the Lorax in so much despair. “I just want to talk.” He sat down beside the tree, pulling his knees up to his chest and hugging himself. “I'm sorry for what I said back there,” he murmured, forcing back tears that threatened to form. “I know you're not an animal. I know you never were.” He took a deep breath. “The truth is, I'm scared of how human you are.”

The Lorax didn't move from his spot on the ground, but he felt his eyes welling up with fresh tears as the Once-ler spoke. “Beanpole,” he whimpered, digging his nails into his arms as he tried to hug the tree and himself tighter. “I-I'm scared too.” his voice was little more than a whisper. “Last night when you held me, I felt...” he took a deep breath before continuing. “I felt like maybe... maybe I _liked_ being human.” He dared to peek up at the Once-ler, his eyes wide and terrified. “It scared me.”

The Once-ler's blue eyes widened, first in confusion, then astonishment. “But I thought you--” he shook his head and suddenly laughed. “Lorax,” he murmured, taking the man's hands and pulling him away from the tree and towards himself, “I like you being human, too.” He leaned forward to bury his face in the Lorax's neck, his breath catching in his throat before he continued. “Being human _is_ scary. But as a human, you've made me feel things that I never even thought _possible_.” His grip on the man's shirt tightened, and he lifted his head to whisper in his ear. “I think I love you.”

The Lorax's eyes grew wide and he wrapped his arms tightly around the Once-ler, feeling his heartbeat quicken. “Y-you really mean it?” he whispered, then fisted his hands in the Once-ler's shirt with a little grin. “I think I love you too, Beanpole.”

The Once-ler nodded, a relieved laugh escaping his lips. “A-and it's not that I didn't _want_ to have sex with you before,” he mumbled, feeling his face heating up. “It was just so sudden—I mean, I didn't expect you to--” he buried his face in the Lorax's chest to hide his embarrassed blush. “I mean, I didn't even realize I was gay until you...”

The Lorax gave a small laugh. “I didn't realize I wasn't _asexual_ until just a few days ago.” He collapsed back onto the ground, pulling the Once-ler down with him. “I guess we just both wound up teaching each other,” he murmured, holding the taller man close. “And well... I only went for it because I thought you wanted me to. I didn't want it to seem like I couldn't take a hint. ...Though my judgment on what exactly a hint is seems to have been a little off,” he laughed.

The Once-ler nodded with a wry smile. “We'll work on that.” Then, he was leaning down and pressing his first, tentative kiss to the Lorax's lips, his eyes fluttering shut and his heart beating so fast he thought it might explode. It was clumsy and inexperienced and a little wet, but he loved every second of it.

The Lorax's eyes were wide at first, but he allowed them to slowly slip shut as he leaned into the kiss, pressing his lips back against the Once-ler's just a little harder. When they parted his cheeks were a bright shade of red and he watched the taller man through half-lidded eyes, whispering his name before leaning up to kiss him again. It just felt so amazing and perfect and... it just felt _right._

A tingle ran through the Once-ler's entire body and he let out a soft, nervous laugh. “Moustache?” he murmured, cupping the man's cheek and gazing down at him tenderly. “I—that is to say—do you still want to...y'know, go all the way with me?” he ducked his head in embarrassment even as he posed the question.

The Lorax felt his cheeks heat up even further, his heart practically beating in his throat, he swallowed as he tried to calm its rapid palpitations. “B-Beanpole, I... I want to...” He groaned, giving up on words and wrapped his arms around the Once-ler's neck, pulling him into another kiss instead. He could feel himself hardening and he slowly pulled back to look at the Once-ler with wide eyes. “Are you sure this is okay?” he murmured, not wanting to go for it and then find out he'd been reading the entire situation wrong again. He wasn't sure he could handle it.

“This is _definitely_ okay,” the Once-ler breathed, an uncontrollable grin on his lips. “But let's go back to the tent first, okay?” he continued, getting up reluctantly and offering the Lorax his hand. “I love nature as much as the next guy, but I really don't want to fuck with the animals watching,” he laughed.

The Lorax grinned and took the Once-ler's hand, not letting go of it even after he'd stood up, and they walked hand in hand back to the tent. When they stepped inside, the Lorax instantly wrapped his arms around the Once-ler once more, moving backwards until the backs of his knees hit the bed and he was suddenly overcome with nervousness. He stopped himself from falling backwards and broke the kiss to gaze up at the taller man with wide eyes. “Not gonna lie, I'm kinda nervous,” he laughed lightly.

“Trust me, it's not just you,” the Once-ler chuckled, wrapping his arms around the Lorax's waist. “It's my first time, too. We'll just take it slow and see how it goes, does that sound good?” Without waiting for an answer, he gently pushed the Lorax backwards onto the mattress and crawled on top of him, capturing his lips in a firmer, more passionate kiss.

The Lorax couldn't do anything but melt into the kiss, reaching up to place his hands on the Once-ler's back as he did his best to kiss back. His dick was harder than ever and he found himself unconsciously bucking his hips up against the Once-ler, letting out a few small whimpers as his erection rubbed against the taller man's leg. He had a million feelings running through him at once, everything was so foreign to him, but he found himself loving it, anticipating whatever strange new thing would happen next.

The Once-ler let out a quiet moan as the Lorax's erection pressed against him, and he found his own cock quickly stiffening in his pants. He positioned his clothed erection against the Lorax's uncovered crotch and began grinding downwards, letting out little gasps and whimpers as he grew more and more aroused. He pushed the Lorax's shirt up, hesitating for a moment before leaning down to take one of his nipples into his mouth, moaning as it hardened against his tongue.

The Lorax shut his eyes, throwing his head back in ecstasy as the Once-ler ground against him, he had no idea this could be so- “ _Oh!_ ” he gasped as the Once-ler began lavishing attention on his nipple, and he arched his chest upward with a little moan. “ _Beanpole,_ ” he breathed, his hands making fists in the taller man's shirt. “P-please...” he whined, not sure what it was he was even asking for.

The Once-ler felt a little thrill shoot through him as the Lorax quickly fell apart beneath him. He'd had no idea he could have this kind of effect on someone, and he wanted to see what else he could do, so without further ado he scooted backwards and leaned down, dragging his tongue along the bottom length of the Lorax's erection.

The Lorax's entire body went rigid and he drew in a sharp breath, staying completely still for a moment before reaching down to tentatively tangle his fingers in the Once-ler's dark hair. “O-oh god, Beanpole,” he gasped, trying to relax his body, but finding it impossible. How was it that the Once-ler could cause him to come so completely undone in so few moves? “What are you doing to me?”

“Shhh.” the Once-ler pressed an index finger to the man's lips and spread his legs further before taking the tip of his cock into his mouth and sucking lightly, coaxing drops of precum out. His whole body tingled with excitement and he reached down to palm himself through his trousers as he took more of the man's length into his mouth, bright blue eyes watching the Lorax's expression intently.

The Lorax's back arched off the bed as the Once-ler took more and more of his length into his mouth and he tugged lightly on the other man's hair as he felt that peak of pleasure growing closer and closer. He suddenly pulled the Once-ler's mouth away from his cock, glancing down to meet his eyes. “I... I don't want this to end yet,” he murmured, knowing that if he reached that peak of pleasure and that white substance came out of his dick again he would likely be exhausted afterward, just like the other night.

The Once-ler paused, then nodded with a small smile. “Okay.” He pulled Lorax up to his knees, then lay back down on the mattress where the other man had been seconds before. He grinned up at him. “Undress me, Moustache.”

The Lorax swallowed and gave a small nod, climbing over the Once-ler to straddle his legs as he undid his vest, then pulled both that and his shirt off simultaneously. He had to stop a moment to admire the man's beautiful flesh, running his fingers slowly across his chest and brushing a thumb over one of his nipples before trailing his hand down to the Once-ler's pants. He hesitated for just a moment before undoing them and slowly pulling both his trousers and boxers down, moving off of him long enough to yank them completely off before straddling him once more. “You look amazing,” he breathed, unable to stop himself from reaching down to give the taller man's cock a few small strokes, marveling at how much larger it was now that it was hard.

The Once-ler felt his cheeks growing hotter and hotter as he was undressed, and he bucked his hips up lightly as the Lorax's hand closed in a fist around his cock. Little whimpers escaped his lips as the Lorax slowly pumped his cock, and he grabbed blindly at the man's shoulders, pulling him down to give his ear a gentle bite before whispering. “Do you want to fuck me, Moustache?”

The Lorax gasped and pulled back to look the Once-ler in the eye. “M-me?” He bit his lip as his cheeks reddened. “But I wouldn't know how,” he murmured, averting his gaze in shame. “I don't want to do it wrong and hurt you or something.”

“It's okay,” the Once-ler murmured, wrapping his arms around the man's shoulders and pulling him back down. “I'll walk you through it. I'm not an expert or anything, but I think I've got the basic gist of it.” He pressed a soft, loving kiss to the man's lips. “I want to do this with you, so...trust me, okay?”

The Lorax nodded, kissing the Once-ler back gently as he gave a small hesitant grind downward, mimicking what the other man had done earlier, it felt amazing and he did it again, letting out a little groan. He still wasn't sure about the whole 'fucking' thing, but he didn't think he could wait much longer to try it. “Just tell me what to do,” he breathed, pressing his face into the taller man's neck as he continued grinding slowly against him.

“O-oh,” the Once-ler mumbled, rocking his hips up against the Lorax's. “S-see, you're getting the hang of it,” he laughed breathlessly. He reached out one arm and yanked open his bedside drawer, fumbling around until his hand closed over a tube of lubrication, and he pulled it out. “H-here, put this stuff on your fingers,” he muttered.

The Lorax took the tube and he raised an eyebrow, but he didn't question it and he quickly flipped the top open before pouring out nearly a quarter of the tube's contents on his fingers, not sure how much he should use. He held up his dripping hand and rubbed his fingers together, making sure the slimy substance coated every one of them before bringing his gaze back to the Once-ler. “Now what?”

“Now...” the Once-ler took a deep breath and grabbed the Lorax's hand, bringing it down to his ass. “Put your fingers inside of me. Slowly, one at a time, but don't be shy.”

The Lorax felt his cheeks heat up once more. “Um... okay.” He swallowed nervously and felt around the Once-ler's ass for a moment before he found his opening. He briefly thought back to that time in the river when he'd thought the man had hurt himself somehow and had wound up inadvertently pissing him off by touching him in this very spot. A small grin formed on his lips and he slowly pushed his finger forward, his eyes widening slightly as he felt it slip in rather easily.

The Once-ler gasped, his walls immediately clenching around the Lorax's finger. “ _Oh god,_ Lorax, b-be careful,” he moaned, his fingernails digging into the man's freckled shoulders. It suddenly struck him that they were _actually doing this,_ he'd already given the Lorax a blowjob, and now the man was fingering him, and soon they were going to have _sex,_ and all of a sudden he felt quite dizzy, but it was that good kind of dizziness that happens when you realize that finally, you're exactly where you've always wanted to be.

The Lorax's grin grew wider as he realized just how much power he had over the Once-ler at that very moment, and with only one finger! He felt his heartbeat quickening, the fast and steady thumping growing so loud that he wondered if the Once-ler could hear it too. “I'm gonna try putting in another one,” he murmured, leaning down to give the Once-ler a quick kiss before sitting back to watch his expression as he gently pushed a second finger inside.

The Once-ler let out a desperate moan as the Lorax pushed a second finger inside, and his fingernails dug deeper into the man's shoulders, lightly piercing his skin. “ _Moustache,_ ” he whimpered, wriggling his hips—and then crying out as the Lorax's fingertips brushed against his prostate. “There! Right there!” he managed to sputter out before his voice dissolved into a series of pleased noises.

The Lorax complied, instantly running his fingers over the same spot, stroking it and pressing down as the Once-ler's moans encouraged him. He was doing something right for once in his entire time as a human and it felt _good._ “Hey,” he whispered. “How many more should I put in?” Without waiting for an answer he pressed a third finger inside, unable to hold back a moan of his own as he felt the man's entrance clenching around his fingers.

The Once-ler couldn't find his voice to answer, his lips parted in a silent moan as the Lorax's fingers penetrated him deeply, massaging his sweet spot. He reached up one hand shakily and extended three fingers as if to say that the number currently inside him was more than enough. Then he threw back his head and slammed his hips down onto the Lorax's fingers, taking them in to the knuckle and gasping desperately.

The Lorax pulled his fingers out to the tip and quickly thrust them back in with a grin, he loved this, loved the sounds he was able to elicit from the Once-ler and he listened closely to each one, mapping out the man's inner walls to find each and every spot within reach that caused him to moan even a little bit louder. Though he was happy just to be pleasuring the other man, he couldn't deny that his cock was straining almost painfully in the air, dripping some semi clear liquid down the side. “Beanpole,” he breathed, giving his fingers another quick thrust. “What happens next?”

The Once-ler sucked in his breath, biting down on his finger before choking out a response. “Your cock,” he gasped, grabbing hold of it with his free hand. “P-put it inside me. Please, I can't take it any more!” he groaned and threw his head back, his breathing quick and shallow. “ _Please..._ ”

The Lorax was more than happy to comply and he slid his fingers out before spreading the Once-ler's legs further, lifting his ass high enough off the mattress that he could line himself up with his now loosened opening. He took a deep breath, trying to quell the fear that he would mess this up somehow and end up hurting the man, finally opting to shake his head, forcing his fears aside as he carefully began pushing forward. He bit his lip as the ring of muscle resisted at first, but after a firm push forward, he felt it give way, practically swallowing the tip of his cock. “ _Oh god,_ ” he gasped, digging his nails into the Once-ler's hips. He'd never felt anything more amazing than that perfect, warm tightness.

The Once-ler swallowed a scream as the Lorax pushed into him, his fingernails clawing at the man's back and small gasps escaping his lips. He heard himself moaning the Lorax's name over and over as the man sunk deeper inside him. “Please,” he managed to choke out, his whole body trembling and his hands roaming over the Lorax's body, leaving long red scratch marks. 

The Lorax continued on, not stopping until his cock was fully buried inside of him. “ _Beanpole,_ ” he moaned, leaning down to press a few gentle kisses to the Once-ler's lips, brushing his hair away from his eyes as he pulled back just enough to gaze into them. “Just let me know when you're ready,” he whispered, doing his best to keep his hips still.

The Once-ler nodded, his expression contorted in pain as he tried to adjust to the length inside of him. “Lorax,” he gasped, tangling his fingers in the man's shock of orange hair. “I can't—this is so much more than I--” he trailed off into a whimper, wriggling his hips slightly and trying to find a more comfortable angle. “...Just hang on,” he mumbled. Having the Lorax inside of him was the best feeling ever, but damn was it _painful._

The Lorax buried his face in the Once-ler's neck with a small groan. “Okay,” he whispered, finding it increasingly difficult not to thrust as the Once-ler's walls clenched pleasurably around his length as they adjusted to it. “God, Beanpole,” he murmured, pressing a few small kisses to the taller man's collarbone. “This all just feels so... so _right._ ” And it really did, in fact, the Lorax couldn't think of any other time in his life that he'd been so sure of something, so sure that he was exactly where he belonged. It felt amazing.

The Once-ler nodded in breathless agreement, running his fingers absentmindedly through the man's hair to distract himself from the stinging pain. “Lorax,” he murmured, leaning up to suck lightly on the man's freckle-spattered neck. “These past few days have been— _mm_ —unlike anything I've ever...” he trailed off with a groan as the length inside him began to feel less painful and more enjoyable. “...Just never thought I'd be sleeping with _you,_ ” he finished breathlessly. He began to grind his hips down on the Lorax's cock, signaling him to start moving as well.

The Lorax gave a little laugh. “Believe me, I feel the same way,” he mumbled against the Once-ler's neck as he slowly began moving, pulling out to the tip and drawing in his breath before pushing back in with a sharp gasp. “ _Beanpole,_ ” he breathed, pulling out once more to repeat the process. “You feel _amazing._ ”

“ _Oh god_ so do you,” the Once-ler gasped as he writhed in pleasure beneath the Lorax, lifting his hips up to meet the man's thrusts. “F- _fuck,_ Moustache!” he yelled as the Lorax's length slid in and out of him, massaging his prostate and causing him to buck his hips up violently. Together, their movements were awkward and uncoordinated, but the Once-ler couldn't have cared if he tried; he was in utter ecstasy beneath the man.

The Lorax trailed kisses up to the Once-ler's lips, attacking them in a sort of raw passion as he continued rocking his hips against the other man. He brought a hand up to the Once-ler's length and began stroking it, pumping his hand up and down in time with his thrusts. It seemed he was getting the hang of this sex thing pretty quickly, he was proud of the sounds he was managing to extract from the man below him and each moan or gasp only seemed to turn him on more.

The Once-ler finally gave up on speech altogether and let his voice dissolve into loud moans and sharp gasps as the Lorax ravished him. His hips snapped up and down in time with the man's thrusts and the noises escaping his lips became louder and more desperate as he approached the peak of his pleasure. 

The Lorax was getting closer, he knew he would hit that strange moment of absolute pleasure soon and he sped up in response to it, practically pounding in and out of the Once-ler, his hand gliding over the man's cock faster than he thought possible. He bit down hard on the Once-ler's lip. “Beanpole,” he gasped. “I-I'm gonna...” he trailed off into a moan, unsure of what exactly to call it.

“ _Lorax!!!_ ” the Once-ler screamed and bucked his entire body flush up against the man as his orgasm slammed into him. Hot white cum spurted across their stomachs and the Once-ler thrust up desperately, riding out his climax for as long as he could. When he began to come down, he realized that he'd been yanking on the Lorax's hair and his teeth were buried in the man's shoulder. He mumbled an apology as he pulled away, his face flushed. 

The Lorax's eyes went wide as the Once-ler came, his walls clenching almost painfully tight around his cock, and he cried out in pleasure, digging his nails into the man's hip as he released inside of him. He thrust a few more times, lost in the waves of absolute pleasure, before finally going relatively limp. He managed to catch himself before he collapsed on the Once-ler and he slowly pulled out to lay down next to him and catch his breath. “Th-that was...” he trailed off, finding no words to describe what he was feeling and he opted instead to wrap an arm around the Once-ler with a grin, nuzzling lovingly against him.

The Once-ler returned the grin, rolling onto his side to nuzzle up against the Lorax's chest. “I know. It was incredible.” He began to softly stroke the man's messy red hair. “Don't take this the wrong way, but...I'm glad you lost your powers,” he murmured, pressing his face into the man's neck with a content sigh. He'd never felt so _loved_ in his entire life.

The Lorax ran his hand slowly up and down the Once-ler's back, hesitating for just a moment before whispering, “So am I.” True, there were things he missed about being his old furry self, like the trees and the animals, but he'd experienced more new things and emotions in his few days as a human than he had in his entire life as a forest guardian. And for once in his life he truly felt happy. He pulled the Once-ler closer, pressing their bodies flush together and resting his chin on the other man's head as he secretly wished he could stay this way forever.

The Once-ler lay there, content as they basked in the afterglow, until his eyelids fluttered shut and he began to snore softly against the Lorax's neck.  
The next morning, everything had changed.

When the Lorax woke up that morning before the Once-ler, he had jumped out of bed, planning to go out and find some flowers or something similar to surprise the man with. He immediately knew something was wrong however, when he seemed to have shrunk three feet in the night. He quickly brought his hands up to inspect them, his eyes going wide as bright orange fur greeted him. “B-Beanpole!” he cried, hopping back up onto the bed to shake the Once-ler awake. “Beanpole, wake up!”

The Once-ler grumbled and tried to push the Lorax away, but when his hands met fur, his eyes shot open and he sat bolt upright. “ _Moustache!_ ” the Once-ler cried, a dozen different emotions flooding through him as he took in the sight of the small, furry guardian. “I—I—” he paused and cleared his throat. “Y-you're back to normal! That's great!” he smiled broadly at the Lorax, but his tone was forced.

The Lorax smiled back at him. “Yeah, I can't believe it! We must have done something right,” he laughed, then wrapped his arms around the Once-ler, pulling him close. “Thanks for all your help, Beanpole,” he murmured. “There's just one thing though...” He leaned back slightly to meet the man's gaze. “Nothing changes between us, right?” 

The Once-ler's eyes softened. “Of course not. You're still my Lorax,” he murmured, hugging him tightly. “Nothing could change that.” He hoped he was right.

And nothing did change—at least not at first. Things were mostly the same that day, albeit a little awkward when the Lorax had to ask the Once-ler to kneel down to his level when he wanted a hug or a kiss. Things were tense, they could both feel it, but the Lorax refused to believe it was due to anything more than them both trying to adjust to his old body. And really the Lorax was happy to be back to normal, he missed the animals, missed being able to hear the trees, but there was some small nagging feeling of distance between him and the Once-ler, it wasn't terrible, but he could feel it every time the man did something that he couldn't do in his current body. It was like they'd lost a common ground. But the Lorax was sure they would be fine, the Once-ler had said it, he was his Lorax and nothing could change it.

That night, when they climbed into bed to go to sleep, exhausted and slightly tense from the day's events, the Once-ler found himself hesitating before he wrapped his arms around the Lorax and pulled him against his chest. It felt like hugging a pet, not a lover, and it was unsettling. He did not voice his thoughts, of course, and he tried his best to put them out of his head as they drifted off to sleep.

The next morning the Lorax awoke to an empty bed. He sat up and glanced around for a moment before realizing with a sinking feeling that the Once-ler was nowhere to be seen, he'd left without saying goodbye. The Lorax hopped out of bed and searched around for a note, hoping that the man wouldn't really just run off somewhere without at _least_ leaving one.  
But there was no note to be found.  
He crawled back into bed with a sigh, maybe the Once-ler was just down at the river bathing. But even as he thought it, he knew it wasn't true, he was a guardian again and he could sense the life in the forest, needless to say, the Once-ler was definitely not there.

That night, the Once-ler bustled in the door cheerfully, a grin on his face. “Well, Moustache, I didn't sell my thneed, but I think I'm getting close! And I got a brand-new book while I was in town, so if you'll excuse me, I'm going to read it.” He stripped off his clothing down to his boxers before jumping in the bed and curling up under the covers, opening the book with a flourish. Oh, he'd been needing a good smut novel...

The Lorax's expression brightened as the Once-ler finally came back, but he couldn't shake an underlying feeling of sadness at not even getting so much as a note saying that the man would be out all day. He didn't bring it up though, not wanting to start anything, he was just glad to have the Once-ler back. “That's alright,” he murmured, crawling up close to curl up next to the Once-ler. He caught a glimpse of the inside of the strange thing in his hands and his eyes widened. “Wait, a _book?_ What is that, Beanpole?”

“You don't know what a book is?” the Once-ler raised his eyebrows incredulously. “Well, you _do_ know how to read, right?” Without waiting for an answer, he continued on. “It's a whole bunch of words, printed on paper, that make up one big story. It's like being in a whole different world—except it's really just in your mind. It's a lot of fun.” He smiled down at the guardian.

The Lorax sat up with a gasp. “ _Paper?!_ That's made from trees, Beanpole!” He grabbed the book from the Once-ler and flipped through it quickly, his eyes wide as he felt the paper between his fingers. “This is terrible!” he cried, clutching the book to his chest as though trying to comfort the long dead trees that went into making it. How could the Once-ler even want to _own_ such a thing?

“Moustache!” the Once-ler frowned and grabbed hold of the book, trying to pull it away from the guardian. “Give it back! It's not hurting anybody! Why do you always have to make everything such a big deal?”

The Lorax shook his head, anger clouding his judgment. “No! This is... this is...” he trailed off with a growl and began tearing the pages from the book. He knew somewhere in the back of his mind that maybe he shouldn't be destroying something that belonged to the Once-ler, but he was too blinded by rage to do anything more than continue to tear the book to shreds. “How could you buy something like this?!” he demanded, throwing the ruined book to the floor.

The Once-ler eyes went wide and he grabbed the ruined book, hitting Lorax hard across the face with it before he could even think about what he was doing. “Bad Lorax! _Bad!!!_ ” he yelled sharply, his expression contorted with anger. Then his eyes unclouded and he went quiet. Had he really just...? “Oh god,” he whispered, dropping the book with a soft _thud._

The Lorax yelped as he was hit and he sunk back, holding his arms up to shield himself from any more blows. “B-Beanpole,” he whispered, tears welling up in his eyes as he dared to glance up at the man. So the Once-ler really _did_ just think of him as an animal. He suddenly felt sick, and before the Once-ler could say anything, he had jumped off the bed and ran outside, slamming the door behind him and finding the nearest tree to collapse under. It seemed things _had_ changed... and the Lorax was utterly powerless to stop it.

The Once-ler opened his mouth to call after the Lorax, but he was already gone. He sank to his knees, burying his face in his hands as he began to cry quietly. What had he done? How could he have struck the Lorax like that? He suddenly felt bile rising in his throat, and he uncovered his face just in time to vomit all over the floor. He wiped his mouth, letting out little whimpers as he cried. “I'm sorry,” he sobbed to the empty tent, but there was no way to take back what he'd done.

The Lorax stayed outside for what seemed like an hour, laying under the tree as he tried to calm himself down. Once he felt sufficiently relaxed (or at least as relaxed as he was going to be,) he headed back inside, not saying a single word to the Once-ler as he curled up on the rug.

The Once-ler lifted his head from his pillow as the Lorax entered, and he watched silently as the guardian curled up on the rug next to his bed. “Moustache,” he whispered tentatively, his voice hoarse from crying. “You...you can come up here, you know.”

The Lorax swallowed, almost giving in, before shaking his head and curling in on himself a little tighter. “That's okay,” he muttered. He couldn't give in to his human desires anymore... now that he was no longer a human. “Animals belong on the floor.” he whispered under his breath, so quiet that he was sure the Once-ler hadn't heard it.

The Once-ler swallowed and nodded, pretending that he hadn't heard the second part before rolling over to face away from the Lorax. Tears stung his eyes, and he didn't fall asleep for what seemed like eternity. When he finally did, it was fitfully, full of guilt and sudden rude awakenings by his own crying.  
The next day, they didn't speak. The Once-ler fell into a depression, certain that the Lorax would never forgive him for what he'd done. But, he realized, how could the Lorax forgive him when he hadn't even tried to apologize yet? So that night, when the Lorax again curled up on the floor, the Once-ler cleared his throat and spoke up quietly. “Please sleep on the bed tonight.”

The Lorax bit his lip, contemplating what he should do momentarily, before finally sitting up with a sigh and crawling into bed next to the Once-ler. He turned away from him, trying to maintain his hard exterior, but he quickly found himself wrapping his arms around the man with a sob. “D-dammit, Beanpole,” he managed to choke out, pressing his face into the Once-ler's chest. When had he become so weak?

“Moustache,” the Once-ler murmured, unable to hold back tears of his own as he pulled the Lorax close. “I'm sorry. I'm so sorry.” He buried his face in the guardian's bright orange fur, soaking it with tears. “I—I can't believe I would even _think_ of...” he trailed off with a sob. “I never want to hurt you.”

The Lorax pulled back, cupping the Once-ler's cheeks and giving him a sad smile. “It's okay,” he whispered, stroking the man's dark hair and gently wiping away his tears. “It's gonna be hard, but we'll get through this.” He leaned forward to press a small kiss to the Once-ler's lips. “I promise.”

The Once-ler nodded and hugged the Lorax close to him, running his fingers shakily through his fur. “I'm so sorry...” he mumbled as his fingers stopped moving and he drifted off to sleep, his face buried in the Lorax's neck.

The next morning the Lorax vowed to do his best to make things work, he'd already gone out and collected some truffula fruit for the Once-ler in hopes of him making some pancakes or some other delicious thing for breakfast. He hopped back up on the bed and leaned over the man, brushing his hair out of his eyes. “Hey, Beanpole, wake up!” 

The Once-ler blinked awake and pulled himself to a sitting position with a yawn. “Lorax? What time is it?” he mumbled as he rubbed at his eyes. He looked around, frowning when he saw that it was still dark outside. He grabbed his alarm clock—four-thirty. “Goddammit, Moustache! I don't get up for another three and a half hours!” he exclaimed, flopping back down and pulling the covers over his head. “Wake me up when it's not the middle of the night!”

The Lorax frowned and gave a quiet little “Oh.” before crawling out of bed. “I'll just um... I'll wake you up later then,” he murmured, trying to keep a smile on his face, though he felt terrible. How was he supposed to know what time humans liked to get up? He sighed and headed outside to play with the animals, there was one good thing about being a guardian again, the animals weren't afraid of him any more. And the trees, he missed being able to speak to them, as a human it had been so quiet without hearing their voices any time he wanted. Which was why after a few hours of bar-ba-loot playing, he found a particularly chatty tree near the Once-ler's makeshift house to lean against.

When the Once-ler finally woke up, the Lorax was nowhere to be found. He frowned, hoping that his earlier outburst hadn't upset the guardian. He pulled on his clothes and headed out the door, looking around for no more than a few minutes before he found the Lorax relaxing underneath a tree. He breathed a sigh of relief and walked over to him, sitting down and leaning against the tree as well, which swayed a little. “Hey. What's up?”

The Lorax paused in his conversation with the tree and he smiled up at the Once-ler. “Hey, Beanpole. I was just talking with this tree here.” he patted the trunk with a little laugh. “This one's very talkative.” He leaned back against the tree, a thoughtful expression on his face as he listened to it speak. “Oh, sorry about that,” he whispered quickly before turning back to the Once-ler. “This is the Once-ler. He's the one I was telling you about.”

The Once-ler cocked his head to the side with a confused frown. “You're talking...to a tree...about me?” He sat there staring at the Lorax for a moment before slapping his knee and bursting into laughter. “You almost got me there, Moustache! Talking to a tree...” he wiped a tear of laughter from his eye.

The Lorax frowned. “No, Beanpole, I'm serious.” He glanced down at the ground and whispered a small apology to the tree. “You know I speak for the trees. Sometimes I just like to speak _to_ them too.” He offered the Once-ler a small smile, willing to let his initial outburst go. “I have to admit, it was kind of lonely not being able to talk to them when I was a human.” He ran his hand lovingly across the bark of the tree.

The Once-ler frowned. “You're serious?” he pulled away and gave the tree a wary glance, careful not to lean on it again. “...You're not messing with me? The tree is really talking to you?” he reached out to carefully brush his fingertips against the trunk. “...Do you think it would talk to me, too?” he murmured.

The Lorax grinned and reached out to take the Once-ler's hand, pressing it gently against the tree and resting his own hand on top of it, slipping his fingers between the Once-ler's. “We can try.” He shut his eyes and listened closely, smiling as the tree spoke to him. “Do you hear it?” he whispered, opening his eyes to glance over at the man. “It's saying hello.”

The Once-ler squeezed his eyes shut as the Lorax pressed his hand lightly to the tree. He tried with everything he had to hear what the tree had to say, but there was only silence. He opened his eyes with a frustrated sigh and shook his head, pulling his hand away. “I can't do it,” he murmured. “I can't hear it.”

The Lorax frowned. “I suppose that's because you aren't a guardian.” He gave the Once-ler a little smile. “I can be your interpreter if you want,” he offered. “The tree can hear you, just say whatever you want and I'll tell you what it says back.” He pressed his hand against the tree once more and listened for a moment before looking back up at the Once-ler. “It really wants to talk to you.”

The Once-ler hesitated for a moment, looking as though he might agree, but then he shook his head. “No,” he said quietly, turning away. “I guess it's just not my thing.” He stood up, trying to hide the disappointment in his expression as he turned to face the Lorax. “I'm going to, um, go to town. Try to sell the thneed again.” he shrugged. “Tell the tree that I'm sorry.” he turned and walked away, his shoulders slumped slightly.

The Lorax sighed, leaning back against the tree and waving goodbye to the Once-ler. “I just don't know what to do,” he murmured, bringing his knees up to his chest and burying his face in his arms. “It's like now that I'm not a human anymore, we're just... drifting apart.”

The Once-ler found his breath catching in his throat as he walked away. Tears stung his eyes as he gathered his things for the trip to town and climbed into his wagon, and he waited until he was out of the forest before bursting into tears. Why had things changed so much? It was as if there was suddenly a brick wall between them; they couldn't seem to touch.  
He forced himself to put the whole rotten situation out of his head as he entered town, and he threw himself into his work that day, acting more cheerful and enthusiastic then ever. It must have rubbed off a little bit, because the time he got back to the tent that night, he was feeling a lot more optimistic about the whole thing. He walked into the tent with a smile on his face and swept the Lorax into his arms before the guardian could protest, or even say hello. “I've got big plans for tonight,” he grinned, pulling a bottle of wine that he had purchased in town out of his bag and setting it on the nightstand. “You and me, and _hours_ of lovemaking, how does that sound?” he pressed an affectionate kiss to the Lorax's lips. “I think we just need to relax more, you know? And this is the perfect way to do it!” He fell backwards onto the bed, hugging the Lorax to his chest.

The Lorax laughed as the Once-ler swept him up, maybe things would work out after all, the man certainly seemed happier now. However as soon as he realized what it was that the Once-ler wanted to do exactly, his heart immediately sunk. Of course the Once-ler had forgotten that he didn't possess the necessary parts for sex any more, but how was he supposed to remind him without making things awkward? “Beanpole, wait a minute,” he began, his voice shaking slightly. 

“What for?” the Once-ler smiled, flipping over so that he was on top. “Come on Lorax, I don't care how you look; I still want to fuck you into the mattress.” He leaned down to press kisses along the guardian's neck, his hands roaming over his body and ruffling his fur. “Just don't worry about it, okay?” he mumbled, straddling the guardian to grind down slowly against his crotch. “I'll make you feel good, I promise.”

The Lorax bit his lip, hesitantly baring his neck for the Once-ler. He squeezed his eyes shut as the man ground down against his crotch, did he really not realize? “Really, Beanpole, we... we can't,” he breathed, reaching up to grip the man's hips. “I... I don't have those parts any more.” He wished he did though. He would have given anything to be able to fuck the Once-ler right then, it was torturing him.

The Once-ler immediately drew away, his eyes wide with disbelief. “What...what are you talking about, Moustache?” he asked, his voice timid. “Of course you do.” He slid his hand down between the Lorax's legs, and sure enough, felt nothing. He gasped and clambered off of the guardian, spreading his legs to find only fur. “I don't understand!” he cried, his lip trembling. “We—we fucked just a few nights ago, you...” he trailed off as he suddenly remembered what the Lorax had said when he first turned human. _“I don't think I've ever had one of these. I've never even seen one before.”_ The Once-ler cried out in dismay and stumbled off of the bed, tears streaming down his cheeks. “ _Moustache!!!_ I can't do this any more! I keep trying and trying to—to fix us, but I _can't!_ No matter what I do, we're not the _same_ any more!” He sank down to his knees and buried his face in his hands, sobbing uncontrollably.

The Lorax pulled himself up to a sitting position and turned away, drawing his knees up to his chest. “Beanpole, I... I don't know what to do,” he whispered, tears filling his eyes. “I just can't...” he trailed off and choked back a sob. “I just can't lose you!” he cried out, then suddenly jumped off the bed and ran outside. He couldn't let this happen, he just couldn't.  
He dropped to his knees in the grass, wiping furiously at his tears. “I don't want this any more!!” he screamed, aiming his voice at nowhere in particular. “ _Please!_ Change me back!!!” he sunk down further, placing his hands on the ground and punching it uselessly as he grew more and more desperate. “Change me back...”  
But nothing happened.  
The Lorax curled in on himself, burying his face in his arms as he cried. He'd never felt so powerless in his entire life.

 _You were supposed to learn to respect the humans, not become one of them._ A quiet voice spoke inside of the Lorax's head. _Guardian of the forest. Do you really take that title so lightly?_

The Lorax's eyes went wide and he glanced around a moment before realizing where the voice as coming from. “Please,” he whispered, squeezing his eyes shut. “I don't take my job lightly, I never have.” He took a deep breath. “I learned more in those few days I spent as a human than I have in my entire life as a guardian.” He glanced back at the Once-ler's tent and hugged himself tightly. “Please...” he repeated quietly.

 _Look at him,_ a second voice chimed in. _The human has weakened his will—he partook in the deadly vice, and now he desires more. He is not fit to be Guardian._  
The first voice hesitated. _No. His motives are pure. He only searches for the most base of human desires: to love, and be loved. Even the greatest Guardians have found themselves overwhelmed by this simple inclination._  
The second voice let out a noise of disgust. _The greatest Guardians would have never thrown their lives away for a human._

The Lorax bit his lip and shook his head, some sudden feeling of confidence overcoming him. “I love him.” His eyes widened and he slowly got to his feet as his confidence grew. “I love him more than anything. I would never forsake nature, but for him... for him I would gladly give up my powers.” He turned to face the Once-ler's makeshift home before continuing quietly. “What makes his life any less important than a Guardian's?”

 _How dare you!!!_ the second voice cried, outraged. _You would turn your back on everything you've ever stood for—for this human?!? Well, I say give him what he wants, by damn! Turn him back, and never allow him to stand before this council again!_  
 _No_ , the first voice spoke up, strangely calm. _Look at him. We turned him human so he might learn the importance of the race. Has he not learned that they are more important than even we believed?_  
Murmurs of agreement from the rest of the council were heard, and the first voice continued. _There is no shame in being human. If this fine Guardian wishes to be so, who are we to deny him that right?_  
The second voice began to protest, but then quieted, as if he knew he wasn't going to win.  
The first voice spoke. _Lorax, Guardian of the forest now and until the end of your days, know that you have lost no faith in the eyes of the council. Your desire to be human shall be fulfilled._  
And so it was.

The Lorax opened his eyes, which had been clenched shut since the second voice had yelled at him, and he slowly brought his hands up to inspect them. Flesh greeted his eyes and a huge grin stretched across his face. He glanced down at himself and ran his hands down his body tentatively, as if not believing it to be true. He heard a few distinctive voices that didn't seem to belong to any of the council members and he laughed in glee as he realized where they were coming from, he smiled at the nearest tree and nodded before turning his attention back to the council. “Thank you,” he whispered. “I promise to continue to guard this forest for as long as I live.”

Instead of a reply from the council, a soft, quavering voice greeted the man's ears. “L-Lorax?”  
The Once-ler stood outside the door to his tent, tears in his eyes and his hands clutched to his chest. “You—” Whatever he had been about to say, he never finished it, because he was suddenly running towards the Lorax and falling to his knees, sweeping the man into his arms with a sob. “Moustache, what have you done?”

The Lorax wrapped his arms around the Once-ler, burying his face in the other man's neck with a sound that was a cross between a laugh and a sob. “Beanpole!” he cried, pulling back to kiss the Once-ler passionately, then planting small kisses all over his face with a giggle. “It's okay, I want this,” he assured. “I want this more than anything.” 

“But—you—” the Once-ler protested weakly as he was smothered in kisses. “I don't understand...” Even as he spoke, however, he was squeezing the Lorax against him as if he never again wanted to let go. 

The Lorax pressed his face into the Once-ler's neck, holding him back just as tightly. “I love you,” he murmured, pressing a kiss to the taller man's neck as tears of absolute joy streaked his cheeks. “More than anything.”

“I love you too,” the Once-ler whispered, meaning it with all his heart. He suddenly felt quite faint, and he sighed contently into the man's neck. “Take me back inside,” he murmured.  
The Lorax did take him back inside, and back to the bed, where they tumbled down together and made love—not for hours, as the Once-ler had promised earlier, but just long enough to leave them exhausted and giddy in each other's arms. The Once-ler was the first to sober up.  
“You do know we're still going to have problems with each other,” he mumbled reluctantly.  
The Lorax nodded seriously. “I know. And don't you dare think I'll love you any less because of it.”  
“Wouldn't dream of it. You're a hopeless romantic, Moustache, do you know that?”  
“Speak for yourself, Beanpole.”  
They bantered back and forth until they were both quite exhausted and holding each other close, whispering their 'good-nights' and 'I love yous' as they slipped out of consciousness together.  
Outside, the forest was peaceful.


End file.
